Croghan to acquire National Bank of Ohio

June 22, 2013

FREMONT - Croghan Bancshares Inc., holding company for Croghan Colonial Bank, and Indebancorp, the holding company for National Bank of Ohio, announced Friday they have reached an agreement in which Croghan will acquire Indebancorp in a stock-and-cash merger transaction.

Shareholders of Indebancorp may elect to receive for each Indebancorp common share either $55 in cash, 1.630 shares of Croghan's common stock, or a combination of cash and stock, subject to the overall consideration being 70 percent stock and 30 percent cash. Based upon the previous 20-day average closing price for Croghan of $34.40, the transaction is valued at about $28.9 million.

The merger is expected to qualify as a tax-free reorganization. National Bank of Ohio operates four full-service branches in Oak Harbor, Port Clinton, Oregon and Curtice, and two loan production offices in Perrysburg and Fremont, and has about $219 million of assets and $188 million of deposits.

Croghan has two branches in Tiffin.

When the transaction is completed, Croghan would have about $850 million in assets and $718 million in deposits. The merger would enable Croghan to expand in the Ottawa, Wood and Lucas County markets. Subject to regulatory and shareholder approvals, the transaction is expected to be completed this year

At that time, National Bank of Ohio's offices would become branches of Croghan Colonial Bank.